You Don’t Always Get What You See! Characterization of Commercial Transactions and Its Effects

The UCC and commercial law typically focus on substance over form. In a range of transactions, the label that parties put on a deal may not withstand scrutiny. These include:

"Leases" that are actually hidden "security interests;"

"Consignments" that are sometimes "sales" and sometimes "security interests;"

"Sales" that are "security interests," where the “seller” retains too much risk;

"Co-obligors" who are actually "guarantors;" and

"Debt" that is actually "equity".

Parties who are unaware of these various characterization issues may find themselves unprotected with respect to certain collateral and parties. This program will explain how to recognize and plan for these risks.